S-1: Vivos Therapeutics Files for Resale of Common Stock and Warrants

Vivos Therapeutics is registering for resale 854,332 shares of common stock, including shares underlying warrants issued in recent private placements.

Summary

• Vivos Therapeutics has filed a registration statement for the resale of up to 854,332 shares of its common stock.
• The shares include 709,220 shares underlying warrants issued in a December 2024 private placement, 95,467 shares underlying warrants issued to a placement agent in connection with the December 2024 offering, and 49,645 shares underlying warrants issued to a placement agent in connection with a September 2024 offering.
• The company will not receive any proceeds from the resale of these shares by the selling stockholders.
• However, Vivos would receive proceeds if the warrants are exercised for cash, estimated to be approximately $3.4 million if all warrants are exercised.
• These proceeds would be used for general corporate purposes and working capital.
• The company's common stock is listed on the Nasdaq under the symbol VVOS, and the last reported sale price on January 17, 2025, was $5.74 per share.
• Vivos is an emerging growth company and will be subject to reduced public company reporting requirements.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. While it highlights the company's growth strategies and market opportunity, it also acknowledges the risks and challenges associated with the business. The focus on the resale of shares and warrants suggests a need for capital, but the potential for warrant exercises is a positive.

Positives

• The potential exercise of warrants could provide Vivos with approximately $3.4 million in cash.
• The company has a national network of Vivos-trained dentists.
• Vivos has expanded its marketing and outreach to include medical doctors and other healthcare providers.
• The company's CARE appliances have received FDA clearance to treat severe OSA.
• Vivos has a new strategic marketing and distribution alliance with Rebis Health Holdings, LLC.

Negatives

• The company will not receive any proceeds from the resale of the shares by the selling stockholders.
• There is no assurance that any of the warrants will be exercised.
• The company is an emerging growth company, which means it is subject to reduced reporting requirements.
• The company has experienced staffing turnover and labor shortages in dental practices.

Risks

• Investing in Vivos' common stock is highly speculative and involves significant risks.
• The company's actual results may differ significantly from forward-looking statements.
• There are risks associated with the company's ability to execute its business plan and achieve profitability.
• The company is subject to government regulations and may face challenges in obtaining regulatory approvals.
• The company's intellectual property may not be adequately protected.
• The company may face adverse changes in market conditions and may not be able to retain key employees.
• The company may not be able to generate cash flow and continue as a going concern.

Future Outlook

The company expects to expand public awareness of OSA and its treatment, cultivate referral sources, drive more patients to VIP practices, achieve full insurance payment for Vivos Method treatment, expand market penetration with DME agreements, invest in research and development, and pursue international opportunities.

Industry Context

The document highlights Vivos' focus on the sleep apnea market, which is a growing area within the medical technology industry. The company is positioning itself as a non-surgical alternative to traditional treatments like CPAP, which aligns with a trend towards less invasive medical solutions.

Comparison to Industry Standards

• The document mentions that the global sleep apnea devices market was valued at $3.7 billion in 2020 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2021 to 2028.
• ResMed is mentioned as a competitor in the European market, indicating that Vivos is operating in a competitive landscape.
• The document also references a study conducted by ResMed in 2018, which estimated that around 175 million people in Europe were suffering from sleep apnea.
• The company's focus on a multidisciplinary approach and the use of oral appliances is a differentiated strategy compared to companies that primarily focus on CPAP devices.
• The company's average sales price of approximately $1,500 per adult case for The Vivos Method is a key metric for comparison with other companies in the oral appliance market.

Legal Proceedings

• The company is involved in ongoing litigation with Ortho-Tain, Inc. in both Colorado and Illinois.
• The litigation involves claims of false, threatening, and defamatory statements, false advertising, and unfair business practices.

Stakeholder Impact

• Shareholders may experience dilution from the resale of shares and potential exercise of warrants.
• Employees may benefit from the company's growth and expansion.
• Customers (patients) may have increased access to Vivos' treatment options.
• Healthcare providers may have new opportunities to offer Vivos' products and services.

Next Steps

• The company will continue to expand public awareness of OSA and its treatment.
• The company will cultivate active referral sources among physicians, sleep specialists, dentists, and other healthcare providers.
• The company will drive more qualified new patients to its VIP practices.
• The company will seek full payment by in-network major insurance carriers for Vivos Method treatment.
• The company will continue to drive medical and dental community awareness of The Vivos Method.
• The company will expand market penetration with DME distribution agreements.
• The company will invest in research and development to drive innovation and expand indications.
• The company will pursue strategically adjacent markets and international opportunities.

Key Dates

Keywords

Vivos Therapeutics, common stock, warrants, resale, private placement, FDA clearance, obstructive sleep apnea, medical devices, emerging growth company, Nasdaq